Data Processing Agreement

This Data Processing Agreement ("Agreement") forms part of the Spreo Terms of Use, or any other written contract for services between the Parties ("Principal Agreement"), between

the customer that has accepted the Spreo Terms of Use, or that has signed a contract for services with us (the "Company"), and

Deqo Software Ltd, trading as Spreo, a company registered in England and Wales under company number 11594409, with its registered office at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF (the "Processor" or "Data Processor")

(together as the "Parties").

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing, including the GDPR and the UK GDPR.

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;

1.1.2 "Applicable Laws" means the laws of the United Kingdom, the European Union or any Member State to which the Processor is subject;

1.1.3 "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

1.1.4 "Contracted Processor" means the Processor or a Subprocessor;

1.1.5 "Data Protection Laws" means the UK GDPR, the Data Protection Act 2018, the GDPR and the laws implementing or supplementing the GDPR and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.6 "EEA" means the European Economic Area;

1.1.7 "GDPR" means EU General Data Protection Regulation 2016/679;

1.1.8 "UK GDPR" means the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018;

1.1.9 "Data Transfer" means:

1.1.9.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or

1.1.9.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subprocessor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.10 "Services" means the Spreo remote collaboration software services (spreo.io) that the Processor provides to the Company;

1.1.11 "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

1.2 The terms "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR or the UK GDPR, as applicable, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

2.1.2 not Process Company Personal Data other than on the relevant Company's documented instructions, unless Processing is required by Applicable Laws, in which case Processor shall to the extent permitted by Applicable Laws inform the Company of that legal requirement before the Processing.

2.2 The Company instructs Processor to process Company Personal Data as reasonably necessary to provide the Services and as described in Schedule 1.

2.3 Processor shall inform the Company if, in its opinion, an instruction infringes Data Protection Laws.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

4.3 The measures in place at the date of this Agreement are described in Schedule 2. Processor may change them, provided that the overall level of security is not reduced.

5. Subprocessing

5.1 Processor shall not appoint (or disclose any Company Personal Data to) a Subprocessor unless reasonably required for the provision of the Services.

5.2 The Subprocessors that Processor uses are listed at spreo.io/legal/sub-processors. That list forms part of this Agreement, and the Company authorises Processor to use the Subprocessors on it. Processor shall update the list before a new Subprocessor begins Processing Company Personal Data.

5.3 Processor shall bind each Subprocessor by a written contract that gives at least the same level of protection for Company Personal Data as this Agreement, and remains responsible to the Company for each Subprocessor's performance.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Company Personal Data

9.1 Until the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), the Company may export Company Personal Data using the export features of the Services. On written request made before the Cessation Date, Processor shall return Company Personal Data to the Company by that or another reasonable method.

9.2 Subject to this section 9 Processor shall promptly and in any event within 30 business days of the Cessation Date, delete and procure the deletion of all copies of those Company Personal Data.

9.3 Copies held in backups are overwritten within 7 days of deletion.

9.4 Processor may retain Company Personal Data to the extent and for the period required by Applicable Laws.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

11.1 Processor hosts the Services, and stores account data and board content, in the European Union.

11.2 Processor is established in the United Kingdom and its personnel may access Company Personal Data from there. The European Commission has decided that the United Kingdom ensures an adequate level of protection for personal data.

11.3 Processor shall not otherwise transfer Company Personal Data to a country outside the United Kingdom and the EEA, or allow a Subprocessor to do so, unless the transfer is to a country that is the subject of an adequacy decision or adequacy regulations under Data Protection Laws, or is made under the standard contractual clauses approved by the European Commission in Implementing Decision (EU) 2021/914, together with the International Data Transfer Addendum issued by the UK Information Commissioner where the UK GDPR applies, or under another transfer mechanism permitted by Data Protection Laws.

11.4 The Subprocessors that Process Company Personal Data outside the United Kingdom and the EEA, and the countries concerned, are shown in the list referred to in clause 5.2. Subprocessors used for AI features receive Company Personal Data only if the Company switches those features on.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email. Notices to the Company will be sent to the email address of the owner of its Spreo account. Notices to the Processor must be sent to contact@spreo.io or to its registered office. Either Party may change its address for notices by telling the other in writing.

12.3 Order of precedence. If this Agreement and the Principal Agreement conflict on the Processing of Company Personal Data, this Agreement prevails. The Spreo AI Features Addendum prevails in respect of AI features.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of England and Wales.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of London.

14. How this Agreement takes effect

14.1 This Agreement takes effect on the date the Company accepts the Spreo Terms of Use or first uses the Services, whichever is earlier. No signature is needed.

14.2 If the Company needs a copy of this Agreement signed by both Parties, it can ask for one at contact@spreo.io.

14.3 Where the Company and the Processor have signed a separate data processing agreement, that signed agreement applies instead of this Agreement.

Schedule 1: Description of the Processing

Subject matter. The provision of the Services to the Company.

Duration. The term of the Principal Agreement, and afterwards until Company Personal Data is deleted under section 9.

Nature and purpose. Hosting, storing, displaying and transmitting the content that the Company's users create in the Services; creating and managing user accounts and signing users in; sending emails about the Services; giving support; measuring how the Services are used; and finding and fixing errors.

Types of Personal Data. Name, email address, user ID, profile picture if the user adds one, the names of the user's team and company, and approximate region; the content users choose to add to boards, including notes, comments, images, votes and actions; messages sent to support; and information about usage, browser and device.

Special categories of Personal Data. The Services are not designed for special category data, and the Company must not submit it.

Data Subjects. The Company's employees and contractors, other people the Company invites to use the Services, and any individuals referred to in board content.

Schedule 2: Technical and organisational measures

Hosting. The Services are hosted with DigitalOcean in Amsterdam, the Netherlands.

Encryption. Connections to the Services use TLS 1.2. Databases are encrypted at rest with AES-256. Backups are encrypted with AES-256 and kept for a maximum of 7 days.

Sign-in. Passwords are stored hashed and salted. Users verify their email address before using the Services. Users can sign in through supported third-party login providers, and SAML single sign-on and domain-level access controls are available on paid plans.

Access by Processor personnel. System accounts with service providers are protected by multi-factor authentication. The Processor's network can be reached only through an authenticated VPN, with access that is role-based, protected by multi-factor authentication, monitored and audited. Servers can reach only the resources they need. User traffic passes through a reverse proxy gateway. Personnel access Company Personal Data only to give support or maintain the Services, and are bound by confidentiality obligations.

Monitoring. The Services are monitored around the clock, with alerts within 5 minutes of an outage. Service status is published at status.spreo.io.

Testing and maintenance. Vulnerabilities are assessed and patched. Changes to code are reviewed before release.

Incidents and continuity. The Processor maintains a documented incident response plan and a business continuity and disaster recovery plan.

Schedule 3: Subprocessors

The list of Subprocessors is published at spreo.io/legal/sub-processors.